On December 13, 2022 Marker Therapeutics, Inc. (Nasdaq: MRKR), a clinical-stage immuno-oncology company specializing in the development of next-generation T cell-based immunotherapies for the treatment of hematological malignancies and solid tumor indications, reported that the Company has entered into a Common Stock Purchase Agreement (the "Purchase Agreement") for up to $25 million with Lincoln Park Capital Fund ("LPC"), a Chicago-based institutional investor and long-term Marker shareholder (Press release, Marker Therapeutics, DEC 13, 2022, View Source [SID1234625214]).
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Under the terms of the Purchase Agreement, LPC has committed to purchase up to $25 million of shares of the Company’s common stock at Marker’s sole discretion from time to time during a 24-month period upon satisfaction of the conditions in the Purchase Agreement, including after a registration statement registering the resale of shares to be sold to Lincoln Park under the Purchase Agreement is declared effective by the Securities and Exchange Commission ("SEC"). The price per share is set forth in the Purchase Agreement and is generally based on the market prices prevailing at the time of each sale to LPC. Marker will retain full control as to the timing and amount of any sale of shares of common stock to LPC, subject to certain limitations specified in the Purchase Agreement, including those under Nasdaq listing rules.
There is no upper limit as to the price per share that LPC may pay for future stock issuances under the Purchase Agreement, and LPC has agreed not to cause or engage in any direct or indirect short selling or hedging of Marker’s common stock. No warrants are being issued in this transaction, and the Purchase Agreement does not contain any rights of first refusal, participation rights, penalties or liquidated damages provisions in favor of any party. Marker maintains the right to terminate the Purchase Agreement at any time, at its discretion, without any additional cost or penalty. Marker anticipates using proceeds from sales of shares under the Purchase Agreement to advance Marker’s Phase 2 ARTEMIS trial of MT-401, the Company’s lead product candidate in post-transplant AML, Marker’s clinical programs in lymphoma and pancreatic cancer, and for working capital and general corporate purposes.
"We believe that this Purchase Agreement with LPC enables flexible access to capital in an efficient manner," stated Peter L. Hoang, President and CEO of Marker. "Following our recent organizational restructuring to conserve available capital, we continue to prudently manage our cash flow as we execute our Phase 1 and Phase 2 trials and work to bring novel cell therapies to cancer patients with limited treatment options."
Additional detail regarding the Purchase Agreement and related registration rights agreement is set forth in Marker’s Current Report on Form 8-K, filed today with the SEC.
The offer and sale of the securities by Marker in the above transaction have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and have not been registered or qualified under any state securities laws, and therefore may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from such registration requirements, and registration or qualification and under applicable state securities or "Blue Sky" laws or an applicable exemption from such registration or qualification requirements. Marker has agreed to file a registration statement with the SEC to register the resale by LPC of the shares of common stock to be purchased by LPC under the Purchase Agreement.